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Resolution In Lieu Of A Shareholders Meeting

Resolution In Lieu Of A Shareholders Meeting Template for Canada

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Key Requirements PROMPT example:

Resolution In Lieu Of A Shareholders Meeting

"I need a Resolution in Lieu of a Shareholders Meeting for our Canadian private corporation to appoint two new directors and remove one existing director, effective March 15, 2025, with all five current shareholders signing electronically."

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Document background
A Resolution In Lieu Of A Shareholders Meeting is utilized in Canadian corporate governance when efficiency and expedience are required in decision-making processes. This document type is specifically authorized under Section 142 of the Canada Business Corporations Act (CBCA) and similar provisions in provincial corporate legislation. It's particularly valuable when companies need to make time-sensitive decisions, have shareholders in different locations, or want to minimize the administrative burden of organizing formal meetings. The document must include specific details about the corporation, shareholders, and the resolutions being passed, and requires unanimous consent from all shareholders entitled to vote. Common uses include approving financial statements, appointing directors or officers, declaring dividends, or authorizing significant corporate transactions. While it streamlines the decision-making process, it maintains the same legal weight as resolutions passed at formal shareholders' meetings.
Suggested Sections

1. Title and Date: Formal title of the document identifying it as a Resolution in Lieu of a Shareholders Meeting, including the date of execution

2. Corporation Details: Full legal name of the corporation, registration number, and registered office address

3. Statutory Authority: Reference to the relevant section of the CBCA or provincial act that permits written resolutions in lieu of meetings

4. Shareholder Information: List of all shareholders entitled to vote, including their shareholdings and classes of shares

5. Recitals: Background information explaining why the resolution is necessary and confirming that all shareholders entitled to vote are participating

6. Resolutions: The actual resolutions being passed, clearly numbered and stated

7. Confirmation of Unanimous Consent: Statement confirming that all shareholders have consented to the resolution(s)

8. Effective Date: Statement of when the resolutions take effect

9. Execution: Signature blocks for all shareholders with dates

Optional Sections

1. Waiver of Notice: Required if formally waiving notice requirements under corporate legislation

2. Quorum Confirmation: Optional statement confirming that the signing shareholders constitute sufficient quorum

3. Director Approval: Required if any resolutions need concurrent director approval

4. Regulatory Compliance: Required for public companies or when specific regulatory requirements must be addressed

5. Electronic Execution: Required if the resolution is being signed electronically, confirming acceptance of electronic signatures

Suggested Schedules

1. Schedule A - Share Details: Detailed breakdown of shareholdings if complex share structure exists

2. Schedule B - Resolution Details: Detailed terms of complex resolutions (e.g., share transfer terms, reorganization details)

3. Schedule C - Supporting Documents: Any relevant supporting documentation referenced in the resolutions

4. Schedule D - Proxy Forms: If any shareholders are acting through proxies

5. Certificate of Officer: Corporate officer's certificate confirming the resolution's validity and compliance with corporate requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Professional Services

Retail

Healthcare

Energy

Mining

Agriculture

Transportation

Telecommunications

Construction

Education

Entertainment

Hospitality

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Corporate Administration

Shareholder Relations

Corporate Records

Business Affairs

Risk Management

Relevant Roles

Corporate Secretary

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Counsel

Corporate Governance Officer

Board Secretary

Compliance Officer

Director of Legal Affairs

Corporate Law Paralegal

Company Director

Shareholder Relations Manager

Corporate Administrator

Business Affairs Manager

Corporate Records Manager

Industries





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